Estimated Purchase Price Clause Samples

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least three (3) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of the Closing (the “Estimated Net Inventory Value”), (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”), (iii) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viii) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. The Purchase Price payable at Closing under Section 2.2 (the “Estimated Purchase Price”) and payments under Section 2.4 shall be calculated using the estimated Closing Debt Amount, estimated Seller Transaction Expenses and estimated Net Working Capital set forth on the Estimated Closing Statement.

Estimated Purchase Price. No later than two (2) Business Days prior to the anticipated Closing, the Companies or the Representative shall deliver to Buyer a good faith estimate of the Estimated Purchase Price, and reasonably detailed calculations demonstrating each component thereof, together with reasonable documentation to support such calculation, which shall include a good faith estimate of (v) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (x) Closing Indebtedness (“Estimated Closing Indebtedness”), (y) Seller Expenses to the extent expected to remain unpaid at Closing (“Estimated Seller Expenses”) and (z) Net Working Capital (“Estimated Net Working Capital”), together with a statement of the calculation of Estimated Purchase Price and wire instructions for each Seller (as revised pursuant to the last sentence of this Section, the “Estimated Closing Statement”). The Estimated Closing Statement shall be prepared based upon the books and records of the Companies and based on the same principles and methodologies utilized in preparing the Financial Statements. The Companies will consider in good faith all comments made by Buyer to the Estimated Closing Statement and shall make such changes to the Estimated Closing Statement as they determine in good faith to be appropriate; provided, that, if the Companies determine in good faith that it is appropriate not to make any changes, then the Estimated Closing Statement shall be used at the Closing to determine the Estimated Purchase Price.

Estimated Purchase Price. The "Estimated Purchase Price" means (i) $480,000,000 (the "Base Value"), plus (ii) the amount, if any, by which Estimated Net Working Capital exceeds Target Working Capital, minus (iii) the amount, if any, by which Target Working Capital exceeds Estimated Net Working Capital, plus (iv) the Estimated Cash on Hand, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Transaction Expenses, minus (vii) the IP Purchase Price.

Estimated Purchase Price. (i) No later than six (6) Business Days prior to the Closing, Purchaser shall deliver to the Company a written statement setting forth Purchaser’s good faith calculation of the Incremental Cash Consideration (the “Incremental Cash Consideration Statement”). During the period after the delivery of the Incremental Cash Consideration Statement and prior to the delivery of the Estimated Closing Statement in accordance with Section 2.3(a)(ii), the Company shall have the opportunity to review and comment on the Incremental Cash Consideration Statement and the calculations set forth therein and Purchaser shall reasonably cooperate with the Company and consider in good faith any revisions to the Incremental Cash Consideration Statement proposed by the Company; provided that in no event shall any review of the Incremental Cash Consideration Statement by the Company, or any dispute or disagreement relating thereto, delay or prevent the Closing, and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall be as finally determined in good faith by Purchaser for all purposes of the Closing. (ii) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser (A) a written statement (the “Estimated Closing Statement”) setting forth the Estimated Working Capital, the Estimated Net Working Capital Adjustment, if any, and the Company’s good faith estimates of the amounts of Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”) and (B) a statement (the “Funds Flow”) that will set forth the wire transfer or other payment instructions with respect to the payments to be made to the Sellers and to the applicable recipients of the Seller Expenses pursuant to this Section 2.3. During the period after the delivery of the Estimated Closing Statement and prior to the Closing, Purchaser shall have the opportunity to review and comment on the Estimated Closing Statement and the calculations set forth therein and the Company shall reasonably cooperate with Purchaser and consider in good faith any revisions to the Estimated Closing Statement proposed by Purchaser; provided that in no event shall any review of the Estimated Closing Statement by Purchaser, or any dispute or disagreement relating thereto, delay or prevent the Closing, and, in the event of a...

Estimated Purchase Price. No later than three (3) Business Days prior to the Closing, the Seller shall deliver to Purchaser a calculation of the Estimated Purchase Price. On the Closing Date (or with respect to any proceeds to be paid through any payroll account, promptly thereafter), Purchaser shall pay, or shall cause to be paid, the Estimated Purchase Price as follows: (i) $15,000,000 of cash (such amount, the “Indemnification Escrow Amount” and such cash, the “Indemnification Escrow Funds”) shall be deposited into an escrow account (the “Indemnification Escrow Account”), which shall be established pursuant to an escrow agreement (the “Indemnification Escrow Agreement”), which Indemnification Escrow Agreement (x) shall be entered into on the Closing Date among the Seller, Purchaser and an escrow agent (the “Escrow Agent”) to be mutually agreed upon between the Seller and Purchaser and (y) shall be substantially in the form of Exhibit B attached hereto; (ii) $40,000 of cash (the “Option Consideration”) shall be paid by wire transfer of immediately available funds to North ▇▇▇▇▇▇ Partners, LLC, in an account to be designated by the Seller in a written notice to Purchaser at least two (2) Business Days prior to the Closing, in consideration for entering into the North ▇▇▇▇▇▇ Option Agreement; and (iii) an amount equal to the Estimated Purchase Price minus the aggregate of (x) the Indemnification Escrow Amount and (y) the Option Consideration shall be paid by wire transfer of immediately available funds to the Seller, in an account to be designated by the Seller in a written notice to Purchaser at least two (2) Business Days prior to the Closing, net of applicable withholding taxes, if any.

Estimated Purchase Price. “Estimated Purchase Price” shall have the meaning set forth in Section 1.2(b).

Estimated Purchase Price. No later than three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Working Capital, Cash and Cash Equivalents, the Notes Receivable Amount, Closing Indebtedness and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e).

Estimated Purchase Price. The Estimated Purchase Price shall be paid or caused to be paid, as the case may be, by the Purchaser (or the Parent, on behalf of the Purchaser), and satisfied on the Closing Date as follows: